Post-Closing Benefits Generally Sample Clauses

Post-Closing Benefits Generally. Following the Closing, the Buyer shall provide, or shall cause to be provided, to each Transferred Employee at least base compensation, incentive compensation and employee benefits that are no less favorable, when taken in the aggregate, than those that apply to such Transferred Employee immediately before the Closing; however, the Buyer shall have no obligation to provide defined benefit or retiree medical plan benefits to any United States Transferred Employee. Without limiting any benefits to the European Business Employees described in the foregoing sentence, in respect of European Business Employees, post-closing benefits shall be provided in accordance with the Directive or equivalent rules as applicable. The foregoing shall not be construed to prevent the termination of employment at any time of any Transferred Employee for a reason not connected with the consummation of the Transactions or for an economic, technical or organizational reason entailing changes in the workforce. Notwithstanding any other provision of this Agreement to the contrary, (A) if a Transferred Employee is terminated by the Buyer or its Affiliate without cause, the Buyer shall, or shall cause its Affiliates to, provide severance benefits at least equal to those that would have been provided by the applicable Employee Plan (if any) that is a severance plan or arrangement as in effect immediately prior to the Closing if it had continued to apply to the Transferred Employee and the Transferred Employee were eligible for benefits thereunder, and (B) without limiting any benefits to which any European Business Employee would be entitled pursuant to clause (A) above, if a European Business Employee is terminated, the Buyer shall satisfy any legally imposed severance-related obligations to such European Business Employee.
Sample 1
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Post-Closing Benefits Generally. As of the Transfer Date of any Transferred Employee, such Transferred Employee shall cease active participation in the Plans. From the Closing Date through December 31, 2007 (the “Benefits Continuation Period”), BUYER shall provide, or shall cause one of its affiliates to provide, to each Transferred Employee who is employed by BUYER and its affiliates (i) base salary and target cash incentives (subject to the terms of BUYER’s incentive compensation program except with respect to grade level target incentive percentage thresholds) no less favorable than those provided such employee immediately prior to the Closing Date, and (ii) compensation and employee benefits that are no less favorable in the aggregate than those provided by BUYER to its own similarly-situated employees; provided, however, that the employee benefits provided to any Transferred Employees who are covered by a collective bargaining agreement which is assumed by BUYER pursuant to Section 6.3(d) below will be governed by the terms thereof; and provided, further, that nothing in this Agreement shall require BUYER to continue, or cause any of its affiliates to continue, to employ any Transferred Employee. During the Benefits Continuation Period, the share of premium and similar costs borne by the Salaried Employees for medical and dental coverage under BUYER’s welfare benefit plans shall not exceed the comparable costs applicable to such Salaried Employees under SELLER’s welfare benefit plans, as the same may be modified from time to time; provided, however, that within ten (10) business days of receipt of invoices containing proper documentation (which invoices shall be submitted no more frequently than monthly), SELLER shall reimburse BUYER for 65% of the excess of (i) the aggregate employee contribution and similar costs that would have been borne by Salaried Employees under BUYER’s welfare benefit plans in the absence of this provision during the time period at issue; over (ii) the actual aggregate employee contribution and similar costs borne by such Salaried Employees during the time period at issue. In the event BUYER cannot, through the exercise of its commercially reasonable efforts, implement the foregoing employee contribution and similar cost structure for Salaried Employees, as soon as practicable after the Closing Date, BUYER shall pay to each Salaried Employee an amount equal to the excess of (i) the estimated aggregate employee contribution and similar costs that will be borne...
Sample 1
Post-Closing Benefits Generally. Effective as of the Employee Transfer Date, Purchaser shall provide base salary or hourly wage rate, target cash incentives and employee benefits to Transferred Employees under Employee Benefit Plans maintained by Purchaser or its Affiliates, which benefits shall be substantially similar to those provided to Purchaser’s similarly situated employees; provided, however, that from the Employee Transfer Date through the first anniversary of the Employee Transfer Date (the “Benefits Continuation Period”), (i) such salary, hourly wage rate and target cash incentive shall be no lower than those provided such Transferred Employees immediately before the Closing Date, and (ii) such employee benefits shall be not substantially less favorable in the aggregate than those provided to such Transferred Employees under Seller’s Employee Benefit Plans immediately before the Closing Date, excluding however any equity incentives.
Sample 1
Post-Closing Benefits Generally. For a period of ------------------------------- not less than one year following the Closing, Purchaser shall provide, or shall cause to be provided, to each Employee base compensation, incentive compensation and employee benefits (including those resulting from letters of assignment and other agreements referred to in Section 10.1(f)(i)) that are no less favorable, when taken in the aggregate, than those that apply to such Employee immediately before the Closing. The foregoing shall not be construed to prevent the termination of employment of any Employee. It is acknowledged that Purchaser and its Subsidiaries are not able to provide stock options, stock purchase or other equity-based plans to Employees from and after the Closing, and no provision of this Section 10.1 shall be construed to require them to do so.
Sample 1

Related to Post-Closing Benefits Generally

  • Vesting Generally LTIP Units may, in the sole discretion of the General Partner, be issued subject to vesting, forfeiture and additional restrictions on Transfer pursuant to the terms of an award, vesting or other similar agreement (a “Vesting Agreement”). The terms of any Vesting Agreement may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Vesting Agreement or by the Plan, if applicable. LTIP Units that were fully vested when issued or that have vested and are no longer subject to forfeiture under the terms of a Vesting Agreement are referred to as “Vested LTIP Units”; all other LTIP Units shall be treated as “Unvested LTIP Units.”

  • Public Benefits ‌ 5.1 Developer to provide Public Benefits‌ The Developer must, at its cost and risk, provide the Public Benefits to the City in accordance with this document.

  • Compensation Benefits Etc During the Employment Period, the Manager shall be compensated as follows: (a) The Manager shall (i) receive an annual cash base salary, payable not less frequently than semi-monthly, which is not less than the annualized cash base salary payable to Manager as of the Effective Date; (ii) be entitled to at least as favorable annual incentive award opportunity under the Company's annual incentive compensation plan as he did in the calendar year immediately prior to the year in which the Change of Control Event occurs; and (iii) be eligible to participate in all of the Company's long-term incentive compensation plans and programs on terms that are at least as favorable to the Manager as provided to the Manager in the four calendar years prior to the Effective Date. (b) The Manager shall be entitled to receive fringe benefits, employee benefits, and perquisites (including, but not limited to, vacation, medical, disability, dental, and life insurance benefits) which are at least as favorable to those made generally available as of the Effective Date to all of the Company's salaried managers as a group. In addition, the Manager shall be eligible to participate in the Company's Supplemental Retirement Income Program ("SRIP"). (c) Notwithstanding any other provision of this Agreement (whether in this Section 4, in Section 6, or elsewhere), (i) the Board of Directors may authorize an increase in the amount, duration, and nature of and/or the acceleration of any compensation or benefits payable under this Agreement, as well as waive or reduce the requirements for entitlement thereto and (ii) the Company may deduct from amounts otherwise payable to the Manager such amounts as it reasonably believes it is required to withhold for the payment of federal, state, and local taxes.

  • Plan Termination Generally This Agreement may be terminated only by a written agreement signed by the Bank and the Executive. The benefit shall be the Accrual Balance as of the date this Agreement is terminated. Except as provided in Section 8.3, the termination of this Agreement shall not cause a distribution of benefits under this Agreement. Rather, upon such termination benefit distributions will be made at the earliest distribution event permitted under Article 2 or Article 3.

  • Termination Generally If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to his authorized representative or estate) (i) any Base Salary earned through the Date of Termination, unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement) and unused vacation that accrued through the Date of Termination on or before the time required by law but in no event more than 30 days after the Executive’s Date of Termination; and (ii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Benefit”).

  • Survivor Benefits 1. A surviving dependent of a retiree who was eligible to receive a Retiree Medical Grant, as stated above in A through C, and who qualifies for a monthly allowance shall be eligible for fifty (50) percent of the Grant authorized for the retiree. 2. A surviving eligible retiree who qualifies for a monthly retirement allowance who was married to a retiree who was also eligible for a Grant shall receive the survivor benefit described in D.1., above, or his or her own Grant, whichever is greater. Such retiree shall not be eligible for both Grants.

  • Group Benefits To determine if a leave under the provisions of the Family and Medical Leave Act will be a paid or unpaid leave, contact the District’s Human Resources Department.

  • Death Benefits Upon the Executive’s death during the Contract Period, the Executive’s estate shall not be entitled to any further benefits under this Agreement.

  • Extended Benefits If you are disabled on the date your healthcare coverage ends, your benefits will be temporarily extended for any continuous loss, which commenced while your coverage was in force. The services provided under this benefit are subject to all terms, conditions, limitations and exclusions listed in this agreement, and the care you receive must relate to or arise out of the disability you had on the day your healthcare coverage ended. Extended benefits apply only to the subscriber who is disabled. If you want to receive coverage for continued care when your coverage ends, you must provide us with proof that you are disabled. We will make a determination whether your condition constitutes a disability and you will have the right to appeal our determination or to take legal action. The extension of benefits will end upon the earliest of the following events: • the continuous disability ends; or • twelve (12) months from the termination date; or • payment of the benefit limits under this plan.

  • Change in Control Benefits In the event there is a Change in Control, as defined below, and the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) months either (a) after Executive’s employment has terminated or (b) following a Change in Control, the Executive shall be entitled to be paid, in a single lump sum, severance equal to two (2) years’ salary at that salary rate being paid to Executive as of the date of the Executive’s termination together with an amount equal to one times (1.0x) the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severance.

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